Obesity and overweight affect one half of all American adults. Excess body weight has been found to be associated with an increased risk of several medical conditions including cardiovascular disease, Type 2 diabetes and certain cancers. Behavioral treatments have demonstrated successful short-term weight loss, though long-term results are quite poor. The primary aim of the present study is to improve long-term weight loss by focusing on the primary motivations for weight loss (health and/or appearance) during treatment. Recent research suggests that dissatisfaction with weight loss upon completion of a weight loss program is associated with weight regain. Pilot data suggest that focusing on motivations for weight loss affects satisfaction with weight loss. Thus, a secondary aim of the proposed study is to investigate whether satisfaction with weight loss is a mediator of weight loss maintenance. Participants (N=180) will be randomly assigned to one of four groups: (1) Control, a standard behavioral weight loss treatment; (2) Appearance, the standard treatment plus an emphasis on physical appearance changes; (3) Health, the standard treatment plus an emphasis on health changes; and (4) Combined, the standard treatment with both a health and an appearance emphasis. All subjects will receive 6 months of treatment and will complete assessments at baseline, 6, 12, and 18 months. Primary outcome is weight change from 6 to 18 months. The proposed research is important because it seeks to examine three innovative weight loss treatment approaches designed to improve long-term weight loss, which is the major challenge in obesity treatment. If investigates whether taking the focus off actual pounds lost and emphasizing primary motivations for weight loss affects satisfaction with short-term weight loss and/or long-term success at weight loss. Thus, the results of the proposed study could potentially have a positive impact on the clinical treatment of obesity.